Common use of Buyer’s Ownership of Common Stock Clause in Contracts

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible Debenture, the conversion rights of the Buyer set forth in the Convertible Debenture shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture to the extent such conversion would result in the Buyer beneficially owning four point nine nine percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible Debenture; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible Debenture, as applicable, notify the Buyer by telephone and by facsimile (the "Limitation Notice") of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible Debenture, notwithstanding anything to the contrary set forth in the Convertible Debenture, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point nine nine percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on ConversionLIMITATION ON CONVERSION"); providedPROVIDED, howeverHOWEVER, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible DebentureDebentures; and providedPROVIDED, further -------- ------- FURTHER that if the Company shall have breached any of the Transaction DocumentsDocuments and, if capable of cure, failed to cure such breach within the time provided in the relevant agreement, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer by telephone and by facsimile (the "Limitation NoticeLIMITATION NOTICE") of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point and ninety nine nine one hundredths percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible Debenture; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer by telephone and by facsimile (the "“Limitation Notice"”) of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).ownership

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point nine nine percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible DebentureDebentures; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer by telephone and by facsimile (the "“Limitation Notice"”) of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer Buyer(s) set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer Buyer(s) gives written notice 65 days in advance to the Company of the Buyer's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point nine nine percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible DebentureDebentures; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d6(a) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer Buyer(s) by telephone and by facsimile (the "“Limitation Notice"”) of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d6(a).

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer Buyer(s) set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer Buyer(s) gives written notice 65 days in advance to the Company of the Buyer's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point nine nine more than five percent (4.995%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible DebentureDebentures; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d6(a) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer Buyer(s) by telephone and by facsimile (the "“Limitation Notice"”) of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d6(a).

Buyer’s Ownership of Common Stock. In addition to and ------------------------------------ not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible Debenture, the conversion rights of the Buyer set forth in the Convertible Debenture shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture to the extent such conversion would result in the Buyer beneficially owning four point nine nine more than 4.99 percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, ------------------------ -------- ------- that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible Debenture; and provided, further -------- ------- that if the Company shall have breached any of the Transaction -------- ------- Documents, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible Debenture, as applicable, notify the Buyer by telephone and by facsimile (the "Limitation Notice") of the ----------------- number of shares of Common Stock outstanding on such ----------------- date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible Debenture, notwithstanding anything to the contrary set forth in the Convertible Debenture, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's ’s intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point nine nine percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "“Limitation on Conversion"”); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible DebentureDebentures; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer by telephone and by facsimile (the "“Limitation Notice"”) of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, . revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).

Buyer’s Ownership of Common Stock. In addition to and not in ---------------------------------- lieu of the limitations on conversion set forth in the Convertible DebentureDebentures, the conversion rights of the Buyer set forth in the Convertible Debenture Debentures shall be limited, solely to the extent required, from time to time, such that, unless the Buyer gives written notice 65 days in advance to the Company of the Buyer's intention to exceed the Limitation on Conversion as defined herein, with respect to all or a specified amount of the Convertible Debenture Debentures and the corresponding number of the Conversion Shares in no instance shall the Buyer (singularly, together with any Persons who in the determination of the Buyer, together with the Buyer, constitute a group as defined in Rule 13d-5 of the Exchange Act) be entitled to convert the Convertible Debenture Debentures to the extent such conversion would result in the Buyer beneficially owning four point and ninety nine nine one hundredths percent (4.99%) of the outstanding shares of Common Stock of the Company. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Exchange Act (the foregoing being herein referred to as the "Limitation on Conversion"); provided, however, that the ------------------------- -------- ------- Limitation on Conversion shall not apply to any forced or automatic conversion pursuant to this Agreement or the Convertible DebentureDebentures; and provided, further -------- ------- that if the Company shall have breached any of the Transaction Documents, the provisions of this Section 6(d) shall be null and void from and after such date. The Company shall, promptly upon its receipt of a Conversion Notice tendered by the Buyer (or its sole designee) for the Convertible DebentureDebentures, as applicable, notify the Buyer by telephone and by facsimile (the "Limitation Notice") of the ----------------- number of shares of Common Stock outstanding on such date and the number of Conversion Shares, which would be issuable to the Buyer (or its sole designee, as the case may be) if the conversion requested in such Conversion Notice were effected in full and the number of shares of Common Stock outstanding giving full effect to such conversion whereupon, in accordance with the Convertible DebentureDebentures, notwithstanding anything to the contrary set forth in the Convertible DebentureDebentures, the Buyer may, by notice to the Company within one (1) business day of its receipt of the Limitation Notice by facsimile, revoke such conversion to the extent (in whole or in part) that the Buyer determines that such conversion would result in the ownership by the Buyer of shares of Common Stock in excess of the Limitation on Conversion. The Limitation Notice shall begin the 65 day advance notice required in this Section 6(d).